Standard purchase order terms

1. The Transaction is subject to and hereby incorporates the terms of any applicable specifications communicated to the Vendor as part of this Transaction, as well as the Vendor’s quote, proposal bid, or any joint powers agreement, state contract or joint purchasing agreement (as applicable). Any conflict between these Standard Purchase Order Terms and any specific applicable document named above will be resolved in favor of the specific document.
2. All of the data created, collected, received, stored, used, maintained, or disseminated by the Vendor in the performance of the Transaction is subject to the requirements of the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13. If the Transaction requires Vendor to have access to identifiable data on students it is also subject to the Family Educational Rights and Privacy Act (FERPA), 20 USC § 1232g and rules and regulations promulgated under this law. The Vendor must comply with these requirements as if it were a government entity.
3. Independent School District No. 196 (District) has the right to terminate this Transaction with or without cause upon providing fifteen (15) days written notice to the Vendor of the School District’s intent to terminate. All of the District’s obligations under this Transaction will cease upon termination of the Transaction, including its obligation to make further payments under the Transaction. Termination of this Transaction shall not discharge any liability or responsibility to perform the terms of this Transaction prior to the effective date of the termination or for the School District to make payment for goods delivered and accepted or services rendered prior to the effective date of termination.
4. The Vendor agrees to keep in effect a policy of commercial general liability insurance to insure against liabilities up to $500,000 for each claimant and $1,500,000 for each occurrence in addition to any other insurance required by the specifications. Such insurance shall be primary and without recourse to or contribution by any similar insurance carried by District and shall contain an endorsement that designates the District as an additional insured. Vendor shall provide the District with a certificate of insurance, including renewals, upon request. The certificate of insurance shall include the following statement: “District 196 is an additional named insured under the liability insurance coverage pursuant to a transaction with District 196. Such insurance is primary insurance without recourse to or contribution from any similar insurance carried by District 196.” The insurance coverage carried by the Vendor under this Agreement must be provided by a financially solvent company licensed to do business in the United States of America. Vendor and its insurer(s) shall provide to the District thirty (30) days prior written notice of non-renewal or cancellation of Vendor’s coverage and, before such non- renewal or cancellation, shall provide evidence to District that Vendor has obtained a new policy with coverage and terms that fulfills the requirements set forth herein. The Vendor further agrees to defend, indemnify and hold the District harmless from any claims, demands, actions or causes of action for injuries or damage to person or property (including District’s losses and any losses asserted by a third party) arising out of Vendor’s performance of this Transaction, including but not limited to injuries or damage arising from the intentional or negligent acts or omissions of the Vendor, its agents or employees.
5. It is the intention of the parties that the Vendor is and shall be considered an independent contractor. It is agreed that nothing in this Transaction should be construed in any manner as creating or establishing the relationship of agents, partners, joint-venturers or associates between the parties hereto, or as constituting the Vendor or its employees, agents and subcontractors as the employee of the District for any purpose or in any manner.
6. The Vendor shall not assign this Transaction or any of the rights, duties or payments arising under this Transaction to any third party without the written consent of the District. Pursuant to Minnesota Statute 471.425. subd. 4a, if the Vendor assigns any of the duties of this Transaction to a subcontractor, the Vendor is required to pay the subcontractor within ten days of the Vendor’s receipt of payment from the District for undisputed services provided by the subcontractor. The Vendor must pay interest of 1½ percent per month or any part of a month to the subcontractor on any undisputed amount not paid on time to the subcontractor. The minimum monthly interest penalty payment for an unpaid balance of $100 or more is $10. For an unpaid balance of less than $100, the Vendor shall pay the actual penalty due to the subcontractor. A subcontractor, who prevails in a civil action to collect interest penalties from the Vendor, must be awarded its costs and disbursements, including attorney’s fees, incurred in bringing the action.
7. The Vendor warrants that the product will conform to the Vendor’s description and any applicable specifications, and express warranties and shall be of good merchantable quality and fit for the known purpose for which it is intended under this Transaction. This warranty is in addition to any standard warranty or service guarantee given by the Vendor to the District or any warranty provided by law, including under the Uniform Commercial Code.
8. Pursuant to Minnesota Statute 181.59, Vendor agrees that, in the hiring of common or skilled labor for the performance of any work under the Transaction the Vendor shall not, by reason of race, creed, or color, discriminate against persons who are citizens of the United States or resident aliens who are qualified and available to perform the work to which the employment relates. Vendor shall not, in any manner, discriminate against, or intimidate, or prevent the employment of any such persons, or on being hired, prevent, or conspire to prevent the performance of work on account of race, creed, or color. This paragraph is required by Minnesota Statute § 181.59 and any violation is a misdemeanor. This Transaction may be cancelled or terminated by the District and all money due, or to become due, under the Transaction, may be forfeited for a second or any subsequent violation of the terms or conditions of this Transaction.
9. The books, records, documents and accounting procedures and practices of the Vendor, that are relevant to this Transaction, are subject to examination by the District and either the legislative auditor or the state auditor, as appropriate, for a minimum of six years, pursuant to Minnesota Statute § 16C.05, subd. 5 and Minnesota Statute § 6.551. When examinations are performed by the state auditor, the cost of the examination shall be borne as specified in said statute.
10. If Vendor’s responsibilities as part of the Transaction requires Vendor to regularly interact with students, Vendor agrees to review and comply with the District’s policy prohibiting student bullying. Personnel assigned by Vendor to be on District property may also be required to undergo criminal/maltreatment background studies pursuant to Minn. Stat. § 123B.03 and 299C.60 et. seq. through the District’s Human Resources Department. The District has the right to refuse assigned personnel of the Vendor based upon the results of the criminal/maltreatment background study.
11. If the Transaction is for purchase of instructional print materials and instructional digital materials, Vendor shall ensure accessible learning materials by agreeing to deliver the materials marked with “NIMAS” on the listing of materials to be purchased by District, a NIMAS file set to the NIMAC that complies with the terms and procedures set forth by the National Instructional Materials Access Center (NIMAC), (IDEA Title 1, Part D, sec. 674(e)). The publisher also agrees to mark up materials eligible for NIMAS submission that contain
    
    mathematical and scientific instructional content by using the MathML3 (refer to latest applicable version) module of the DAISY/NIMAS Structure Guidelines as posted and maintained at the DAISY Consortium web site (http://www.daisy.org/z3986/structure/SG- DAISY3/index.html). Should the Vendor be a distributor of the materials and not the publisher, the Vendor agrees to notify the publisher immediately of its obligation to submit NIMAS filesets of the purchased products to the NIMAC. The files will be used for the production of alternate formats as permitted under the law for students with print disabilities (IDEA Title 1, Part B, sec. 612(a)).
    
    For additional information about NIMAS, please refer to http://aim.cast.org/collaborate/NIMASCtr. For additional information about the NIMAC, please refer to http://nimac.us.
    
    Vendor represents that the materials delivered under this transaction conform to, at a minimum, the standards for accessibility as set forth in Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. & 794d), and its implementing regulations (36 C.F.R. & 1194), or Web Content Accessibility Guidelines (WCAG) 2.0 (minimum of Level AA conformance).
    
    Should any portion of the materials not conform to the aforementioned standards of accessibility, District reserves the right to pursue any available legal or equitable remedies. Furthermore, in addition to any legal or equitable remedies District may pursue, Vendor agrees to provide a written explanation of the reason for non-conformance, and grants permission to create accessible versions for students who meet the appropriate copyright criteria.
    
    For additional information, please refer to http://aim.cast.org/learn/practice/palm.
     
12. Minnesota law shall be used to construe and interpret this Transaction, without giving effect to the principles of conflict of laws. All court proceedings related to this Transaction shall be venued in the State of Minnesota, County of Dakota and each of the parties irrevocably submits to the exclusive jurisdiction of said court and waives any objection to venue or convenience of forum and agrees not to bring any proceeding related to this Transaction in any other jurisdiction.
13. If any portion of this Transaction is declared by a court to be illegal or in conflict with any law, the validity of the remaining terms and conditions shall not be affected and the rights and obligations of the parties under this Transaction shall be construed and enforced as if the Transaction did not contain the particular provision held to be invalid.
14. Vendor and District agree to abide by, conform to, and comply with all applicable laws of the United States of America, the State of Minnesota and local ordinances.
15. Any provision of this Transaction that contemplates performance or observance subsequent to its termination or expiration, including (but not necessarily limited to) those paragraphs pertaining to indemnification, warranty and data privacy, shall survive termination or expiration of this Transaction.

Please direct questions regarding purchasing terms to 
Coordinator of Purchasing
Carol Hauschild
Phone: 651-683-6952